Midnight
by Akira Alvina
Summary: What if Bumblebee wasn't the only Autobot sent to Earth? A bunny that refuses to leave me alone. Bee/OC Updated! Dont kill me!
1. Introductions

Midnight

A/N: Ok. So this is my first fic, so please be nice! This has been bouncing around in my head for weeks now, and I blame all the awesome fics out there. Also, I own Midnight, aka Lillith Armina and that's it. Bay and Hasbro can have everything else. Though I'm pissed that Prowl isn't in the movies. *growl*

Reviews are loved; tips and pointers adored, and flames will be used to cook my food.

Anyway, ONWARD!

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><p>Sam! Wait up you nimrod!" A girl pushed through the crowded high school, trying to catch up with the boy standing beside the door to their last class. She stumbled as Trent shoved her into Sam, who caught her small form with a slight grunt.<p>

"Watch where you're walking nerdette! There are important people walking here!" The jock laughed, wrapping an arm around his girlfriend who didn't even spare a glance at the other teens.

The girl glared at the back of Trent's head as she stood, brushing off her black jeans and black and green striped shirt, rolling her blue-grey eyes. She brushed her dark brown hair out of her face, tucking it behind her ear before looking at Sam. "Sorry about that Sam. You ready for the last A for your car?"

Sam didn't answer. He was too busy looking at the object of his affection who was being settled into a seat beside Trent. He shook himself slightly, blinking down at the girl that barely reached his shoulder and groaned. "Thanks for reminding me Lills. I just hope that I get the stupid thing!" He grumbled as he made his way to his assigned seat, and Lillith followed behind him, giggling.

She sat in the back of the room, furthest from the windows and door leaning into the room. She'd done this ever since she'd transferred to Tranquility High. Sam was the only one who knew her reasoning behind the act, but even he thought she was paranoid. Sam turned back to look at her from his seat, an eyebrow raised. "Are you ever going to trust someone enough to sit behind you? I mean, come on, this is Tranquility. Nothing happens here, so you're safe."

Lillith let out a humorless laugh, eye darting around the room even as she spoke to Sam. Her tone was cold, and her eyes narrowed when she looked toward Trent. "Hun, that's the reason why I'm so careful. Things will always happen where they are least expected. Go ahead and think I'm paranoid like everyone else, but when something unexpected happens and you get hurt because of someone coming up behind you, do not even think of coming to me."

"Well if you two will please be silent, we can get this class going. If not, then perhaps you would enjoy sharing everything with the rest of us, hmm?" The annoyed voice made Sam jump in his seat, and Lillith's eyes flicked over to the teacher sitting at his desk with his arms crossed.

She raised an eyebrow at the man, and then shook her head a little. "Sorry, sir. We mean no disrespect."

That earned a scoff from the teacher and a dry look from Sam, before the idiot teacher started his class. Lillith had never really bothered to learn his name, and barely paid attention to his lessons. She didn't really need to anyway. Supposedly, she had an eidetic memory. At least, that's what she told everyone. She remembered every little detail about what the school was teaching them, and could recite the entire book the teacher had for this class, even if he asked for her to recite some random page. She smirked, poking Sam with the toe of her shoe as his name was called. He'd been nodding off, again. He glared back at her even as she smirked and made a shooing motion.

Sam rose from his seat with a sigh, grabbing his things that he needed for his genealogy report. She leaned back in her seat, snarling when Trent saw fit to throw something at Sam. The idiot teacher just wagged his finger at the class, saying something about respect or whatever. Like that was going to work. Lillith rolled her eyes, slipping her had to her plain blue backpack and itching to grab one of the pens that she had in there. Maybe she could embed one into the desk next to his hand as a warning? She was sorely tempted to, but Sam started talking about his Great Grandfather, Archibald. She shifted her attention to Sam once more, a bored expression on her face as he told the story about his Grandfather being an explorer, and started trying to sell the items he brought with him. She groaned letting her head hit the desk as she listened. Every time he tried selling something, she could see his grade diminishing. Poor kid.

She grabbed her pack when the bell rang and the teacher dismissed the class, saying that they should sleep in fear because there may be a quiz. Joy. She leaned against the wall as she waited for Sam, who came out of the classroom with a huge grin on his face. "It's an A-! I'm getting the car!" He laughed and actually did a dance before getting slapped on the back by Miles, who'd been rummaging in his locker a few feet away.

"Grats dude! You're gunna give me a ride in what ya get right? I mean, we bro's gotta stick together and all that." Miles playfully slugged Sam's shoulder, turning to Lillith with a sheepish expression when she coughed into her hand. "Uhh, sorry about that. I meant that friends should stick together?"

She simply rolled her eyes at his lame attempt to salvage the situation, knocking his hand away from her shoulder when he went to playfully slug her as well. "Do not hit me, even in a playful manner. You know that Miles. I don't think that the school Nurse would appreciate you visiting her once more because I don't think that the school Nurse would appreciate you visiting her once more, and I sure as hell don't want to see the principal again." Lillith shuddered as the two boys chuckled, turning and heading out of the school. Sam ran down the steps to his father's car as soon as he was out, muttering excuses to Miles and Lillith simply followed him.

Miles waved at Sam before heading to his parents, and Lillith went to her own midnight blue Chevy Malibu. She smiled a little, laying a hand on her car and glancing back at Sam. She had been the first of the trio to get a car, and it had been a gift her 'parents' had left for her when she moved to Tranquility. She had to wait to drive it, though, till she got her license. Her parents supposedly worked for some government agency, but the others didn't need to know the truth. She raised a hand as Sam took off, sliding into her car and the engine revved to life in moments. She sighed, shaking her head a little before heading home. There was one thing that she needed to do before she met with Sam and his father. She pulled into her driveway, settling her car in the garage before her form flickered, vanishing as the vehicle idled. She felt the familiar ping, smiling a little as her engine revved in excitement. _**'Midnight to Bee. He met the requirement his Creator set for him. You ready to guard the kid?'**_An excited whirl sounded in the cab, and a chuckle followed after it. _**'Alright kiddo, here's the plan.'**_

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><p>(30 minutes later)<p>

A knock on the front door was answered by a slightly annoyed looking Ron. "What took you? You should have just come straight over so that I wouldn't waste time that I could be putting to better use!"

Lillith ducked her head, looking a bit sheepish. "Sorry, Mr. Witwicky. I just had to run home to go grab some food and drop off my school books."

Ron sighed, yelling for Sam and stepping outside. He scanned his beloved grass and grunted. "Well at least you stayed on the path." He grumbled and made his way to his car, followed by Lillith once Sam was outside. She hesitated and glanced at Sam before getting into the back seat quickly. Sam shook his head, muttering something about paranoid girls before getting in and buckling up. The trip was uneventful till Ron pulled into the Porsche parking lot. Sam actually thought his cheap Father was going to buy one of these for his first car? The kid was more of an idiot then Lillith had originally thought. She smiled a little though, when she caught a glimpse of a yellow Camaro pulling into the lot that they were actually going to be buying from. '_Showtime little Bee. Good luck kiddo.'_

She shot Sam a grateful look when he pulled her out of the car, and warned her when a man came up behind them. He introduced himself as Bolivia, and started spouting out some practiced speech. She ignored the man and her eyes looked over the cars, seeming to be interested in the cars. She tugged on Sam's wrist, snorting when Bolivia said that 'cars pick the driver'. He had no idea. She earned odd looks for her snickers. She pulled him close to where the Camaro was parked, looking at the Cars when Sam pulled away, looking like he was mesmerized. Lillith smiled a little, looking at the Camaro and following the awed boy and giving a discreet 'thumbs-up' behind his back. She watched as he reverently ran his hand over the car, sliding into the seat and running a thumb over the symbol on the steering wheel. "This the one Sam?"

Sam jerked, blinking before nodding. He made a turning motion with his wrist and chuckled when Lillith turned and saw Bolivia who'd made his way over with Ron. Sam practically pouted when Bolivia said the car was priced at $5,ooo. Ron was not willing to pay that at all, and Sam was forced to get out of the car. Lillith chocked when the passenger door shot open to hit the car Bolivia was trying to talk Sam into. Bolivia looked flustered and started moving away down the lot, Ron and Sam following when a burst of energy left the Camaro. Lillith hissed, body flickering as the men ducked down. She glared at the Camaro that lowered on its axels slightly before Bolivia sold it for $4,000. Lillith smirked as the cash was exchanged and Sam was given the keys. She ran a hand over the hood as she walked around to the passenger door, slipping into the seat and relaxing as some final things were discussed. "Good job, Bee. Now comes the fun part." She chuckled a little as she closed her eyes, feeling the seat change slightly to be more comfortable, waiting for Sam to get in and take her back so she could get home.

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><p>AN: Yea. Seems kind of crappy to me, but I'm trying. As I said before, I would appreciate tips and stuff to make this better. Please do not be afraid to review and tell me your thoughts. I'll prolly update again in a few days. TTFN!


	2. Daddy

A/N: Okay, I'm really bored, and have nothing to do today. This is most likely gunna be a day where I load multiple chaps.

THANK YOU TO MoxieRox96! I really appreciate the review, and the kind words! Your review has given me several idea's, and I hope this will be classed as a good Bee/oc in your book.

I own nothing, now…. ONWARD!

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><p>2. Daddy<p>

"No Sam. No way in hell." Lillith glared at Sam, arms crossed as she leaned back against his 'new' Camaro. There was no way that she was going to re-paint this beautiful car. Blasphemy! "Hun, this car is beautiful as is. The fading is adding to its character. I'm gunna wash it, give it a good wax, and clean interior, but there a snowballs chance in hell that I'm letting you touch this car with paint."

Lillith felt Bee shiver under her, and calmly ran a hand over the grimy surface. She was in one of three swimsuits she owned. No folks, it was not a bikini. Brown swim trunks brushed her knees as she stalked toward Sam, and a brown and blue athletic top clung to her slim body as Sam rolled his eyes. "Come on! I just want to redo the paint! I'm sure if he was alive that he'd appreciate it! What if it was your navy blue Chevy hmm? What if that faded?"

Lillith narrowed her eyes, glaring at Sam. "At least I'd keep my baby blue! You want to turn him red! RED! What the hell Sam? What in blazes are you thinking? Oh wait, _you need a brain for that_!"

Sam's eyes widened, mouth flapping as he tried to speak. He settled for glaring back and setting the pain down. He stormed around to the other side of the garage, grumbling about girls being stupid and not knowing better then to get between a boy and his first car.

Lillith sighed, sitting on the hood of the Camaro, and absently tracing the black stripes. She giggled when Bee shuddered, the radio crackling to life and a female's voice blaring through the radio. '_Hypocrite, Wannabe friend, Last dance, first kiss, Your touch my bliss, Beauty always comes with dark thoughts._'

Lillith laughed, swatting the metal beneath her. "No more Nghtwish for you! They're a bad influence!" She giggled, but her red cheeks did not go unnoticed by Bee. He would have played another song, had Lillith not leapt from his hood with a shriek. It took everything in him not to tremble or do anything else that a normal car wouldn't do when icy water poured over his and Lillith's forms.

Sam cackled, holding the hose effectively getting Lillith off his car. "Take that you pest! Next time don't get between me and my car! Emphasis on the fact that it's _mine_!" He grinned, turning the spray onto the car again and soaking the metal.

Lillith stood there shivering, dripping on the driveway before moving to get the buckets of soap. Damn Miles and his 'plans' for the day. Sam hadn't wanted Lillith to help out with washing his car, but hey, he'd at least be getting it done faster. And he could always paint the car when she wasn't around, never mind the fact that he was going to have to wait till it was now completely dry and try not to get a bunch of dust on it again. He sighed, grabbing a sponge that Lillith handed him after shutting off the hose. The next several hours were filled with girlish squealing from both Sam and Lillith, lots of soap suds, and playing. It was getting dark by the time Lillith was heading home, and she did so only after forcing Sam to swear he wasn't going to paint the Camaro.

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><p>She shook her head as she settled into her driveway. She parked in the garage before flicking the holoform off with a sigh. Now it was time to wait. She hacked into the wireless network next door, accessing a program that she'd downloaded along with Bee. She just hoped that he was online. She let her form rock back and forth on its wheels as she watched the loading bar. Honestly, it really wasn't that long of a wait. Nothing the humans would experience anyway. She selected her newest character, wincing at how ugly the human she was looked in this game. Seriously, what had she been thinking letting the game randomize her features? Dark skin and blonde hair do not mix. Period.<p>

Within seconds, she was messaged by a character going by 'bum-the-bee'. She snorted in laughter as she turned around, facing another human character in a robe, an imp at his feet. She mentally shook her head, and made her character sigh before responding. "You can't be serious? bum-the-bee?"

His character laughed, running down the road to the main human capital. "You're one to talk KnightMid. Going for a Yoda effect, 'cuz it certainly worked! Besides, at least we know who eachother are! Just look for someone with a variation of Bumblebee or Midnight and you get us!"

Again with her character sighing. "Yea yea. You do know you're going the wrong way right? We're heading to Redridge, not Duskwood."

His character stopped, spinning in place a bit before taking off again, in the right direction this time. Midnight accepted the party invite and the two ran in silence for the most part. "So why'd you choose a Warlock again? Thought you hated your Mage since it's a squishy? You're in the same boat with a Lock and you know that."

Bee jumped a few times, spinning in circles as he did so before typing a response. "Because I figured it'd be more like the Hunter I have. I want the dang tank pet so I don't die as often, if I don't delete the darned thing before I get it. But why'd you pick a Rogue? You hate melee chara's."

In response, Midnight challenged the warlock to a duel. She stealthed, slipping around behind Bee, sapped his pet and proceeded to wipe any smug response that Bee had had up his sleeve when he was beat in less than a minute. "That's why. Now heal up before we get cornered by a bear. I don't want to have to fight one of these things alone. We just dinged 15, so we need to be careful out here. "

Bee laughed, even as his character regained health. It was silent for a few minutes before Midnight finally caved. "What do you think the others are doing Bee? You think they've heard from my dad?"

Bee put up a sad face, his character hugging Midnight's before they both set off again. "I don't know Mid. I wish I could have the answers for you, but I don't. I'm going to call the others to us tomorrow night after the party Sam is going to. If anyone would have heard from Prowler, it would be Jazz or Optimus."

Midnight chuckled sadly, inking on her axels as she played mindlessly for a few minutes. They were both leveling fast, and they were actually contacted by a Blizzard rep asking for confirmation that there were people behind the screens and that they didn't have the one leveling program running their characters. That made Midnight feel a little better. Sure, Prowl had only adopted her when she was a Sparkling, after finding her held protectively by two offlined Mech's, but he was still her Father. He raised her, and she hadn't heard from him in many, many earth years. She and Bee were only a few thousand years old, though Midnight was now considered a full adult by Cybertronian standards, if only barely, and Bee was still a Young Adult. A fact that Midnight constantly rubbed in his faceplates.

She jerked when Bee had to actually Comm her to get her attention. His worried clicks and whirrs caught her attention and she was quick to reassure him. "I'm alright Bee. Just, lost in memories. Remember when we tried to cheer Optimus up after the older 'bots had lost that one major battle? The one where Hotshot and Boomer went missing? Primus, I still remember the look on Prowl's face when he saw both of us covered in scraps, holding up what we'd made for them. What did we make? I don't remember what we'd decided to call it."

She could hear Bee's laughter over the Comm, which in turn made her giggle. When he was calm enough, he responded through the game. "I think we called it the Decepti-scrap. Our explanation was that we had faith that one day all can would look like the jumbled mess of scrap metal we'd made. I don't think I've heard Ironhide or Ratchet chuckle since that day. I think Optimus still has that thing. We should ask the next time we see him."

Midnight hummed in agreement, sighing a bit before leading Bee to an Inn. "Come on kiddo. We should get some recharge while we can. I have a feeling that we're going to need every minute we can get." She logged off the game at his agreeing whirl, and Midnight only said one thing before settling down and recharging. "Night Bee. Have a Primus blessed recharge."

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><p>"<em>Dad come on! I don't want to leave you! Make Optimus choose someone else for his team, I mean, they have Bee, so why do they need me?" A young femme crossed her arms, pouting up at the larger, and strict bot in front of her.<em>

_His expression was stern, optics narrowed even as his servos gripped the femme's shoulder plating. "Midnight, I don't even want to hear that from you. You know better than to go against orders, and also to whine about them in front of me? You may as well try and talk Ratchet into giving up his wrench! You will go, and you will do as ordered by your Prime. Are we clear?"_

"_But dad-"_

"_Are. We. Clear." His optics narrowed further, servo's digging into the delicate form in front of him hard enough to make her wince before dropping her optics from his own._

"_Yes, Dad. We're clear." Midnight hung her head, optics leaking a little fluid that fell to the rocky ground they were standing on. She heard him vent a sigh, pulling her mostly numb form toward him and wrapping his arms around her tightly. She gripped his armor tightly in her servo's, hiding her faceplates in his chest plating._

_He hummed a little, forcing his own optics not to leak as he held his daughter. Primus have mercy on the 'Con's if anything happened to her, because he wouldn't. It was with great reluctance that he pulled away, wiping the stains on her face plating and offering the femme a slightly strained smile. "Go on. They'll be waiting for you, and don't you dare look back. We'll see each other again, and if Primus is merciful, it will be soon." He pressed his lip plates to her audio's, gently turning her and giving her a light push. "Go Midnight. Remember your training."_

Midnight awoke with her engine revving, and body shaking on its axels. She whimpered, activating her Holo and curling up in the backseat, sobbing onto the cloth interior. She felt a hesitant, and tired ping from Bumbleebee, and she whispered through her sobs, both knowing they could do nothing but wait for word from the others. "I need my daddy."

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><p>AN: Sorry to leave it off on such a sad note! I'll likely get up another chapter sometime today. I'm going to skip the lake bit for the next chapter though. I dunno yet. Anyway, I hope you all enjoyed, and as always, reviews are loved, tip adored, and flames cook food.


	3. Healing

A/N: As promised, here's the new section! Sideswipeslover32, Thanks for the review! Hope you didn't go too far. I'm going to have to do a LOT of stuff out of chara since this is going to start awkwardly, so I apologize to anyone that I confuse. Let me know where you're confused if you are, and I'll clarify and fix the issue so others won't be confused as well.

If I owned this, Starscream wouldn't be such a power hungry bishi and OP wouldn't say 'One shall stand, one shall fall' every damned time he fights Megatron. Good line, but annoying when overused.

ONWARD

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><p>3. Healing<p>

Well there had been no pop quiz. Pity. The other students had rejoiced as they left class, nearly running out the door so they couldn't be called back for a last second quiz. Lillith rolled her eyes at the other students antics, sharing a look with Sam. She packed her things away and slung her bag over her back, waving at both Sam and Miles. The two of them were going to head home, then get ready to go to some party down by the lake. A party, that they weren't invited to, but hey, the Banes 'babe' would be there so did they care? No. Stupid, idiotic hormone driven teenage boys. At least it wasn't like that with most Cybertronian Mechs. They were just cocky bastards, and easy to knock down a few pegs.

Lillith shuddered, Sunstreaker's face flashing in her mind with his cocky as hell smirk and suggestive waggling of his ridges making Lillith blush and groan. That bot was going to get maimed if he tried to pull half the stuff in front of the older mechs. No, he had to be careful when trying to bed the younger femmes. He learned that the hard way when Prowl, Jazz, and Bumblebee had decided to 'defend Prowls innocent sparkling's honor'. Lillith snorted, shaking her head and slipping into her Malibu and heading home. She'd told Bee to ping her when he was ready to contact the others. Until then, she was going to get some recharge. She'd only gotten a few hours after that dream sequence last night, and Bumblebee had actually slipped into recharge the moment he'd been parked. The por bot had stayed up with her as she cried the night before, whirling and clicking soothingly. Had he thought he could get away with it, there was no doubt he would have driven to their normal meeting spot and insisted on comforting her in their true forms. She'd been in no shape to manage the drive though, so he had made what he had to work with work. He'd woken after a ping from Midnight, and now they were headed in separate directions, only to meet again later tonight.

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><p>Bee was bored. A bored Bee is a dangerous Bee. Sure, he didn't prank as often as the two sets of twins did, but he did something that most bots thought was worse. He played matchmaker. So far, He'd managed to get Ratchet to drink enough High Grade to get Polished. Then he'd had Ironhide take the far to heavy mech to his quarters. It was well into the next day before the two of them were spotted again. And they left the same quarters with cooling fans on and dark glares aimed at Bumblebee. Needless to say, training had not been easy, and Ratchet 'forgot' to turn off his pain sensors when repairing Bee.<p>

But they weren't here now. It was with this thought in mind that Bee plotted to get Sam with the girl he was so obviously pining after. This was going to be fun. At least, it was for him. Now he had to figure out how to get Miles out, so he could trap the two vic-err, _lovebirds_ inside his vehicle mode. With a mental cackle, Bee started plotting.

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><p>Midnight groaned trying to ignore the ping that was attacking her Comm. Whoever it was could wait. She was tired. The ping stopped for a moment before the ping was back, in a higher pitch and in rapid succession. <em><strong>'Primus Bee! Frag I'm up I'M UP!'<strong>_

Midnight grumbled and growled as Bee's laughter hit her audio's. Oh he was going to pay. He was going to pay bigtime. She opened her garage door, slipping out onto the street as quietly as she could. She drove ahead, as always. She would always get to the meeting place first, make sure there were no Decepticons in the area, then ping Bee with the all clear. He, as a general rule, drove slower then he normally would to make sure she got enough time to check the junkyard out. When she got there, she ran several scans, humming a bit when they showed that the only other forms of life were the dogs. She pinged Bee with the all clear and waited in the shadows.

When Bee arrived, they both transformed. Midnight's bi-pedal form was similar to Bee's, except that she didn't have doorwings. Her doors actually formed the armor on her arms, and the left one could change to become a shield if it was necessary. She stayed in the shadows behind Bumblebee as he sent the signal. While she waited, she lipped a hand into her subspace, frowning a little. "Hey Bee, tell the others to bring energon goods with them. We're using the last two tonight, and no, I'm not letting you leave without one."

Bee shifted in his stance, tilting his head back and to the side so that he could see her face. The serious look in her optics made him vent a huff before encrypting the information in his signal. They stood for a few moments before Bee stiffened. He motioned for Midnight to stay where she was and folded down to Car form, tearing out of the somewhat secluded spot. She had heard the dogs barking moments before, but when she heard Sam's distinct, high pitched screams, she groaned. She received the ping from the other bots, confirming that the message was received and understood. They would stock on Energon and be on Earth by the following night. Midnight slipped out of the spot, following the sound of Bee's engine, and using every bit of the stealth training that she'd received with both her Father, and Jazz. Needless to say, it was extensive. She was labeled as a Scout, like Bee, but she doubled as something else. It was only in dire circumstances that her other training was called upon. After all, Autobots tended to frown on Assassins.

She hid when she spotted the police driving up, and be followed suit. He mainly cut off his engine and lights once he'd backed out of the area where he'd chased off the dogs. Midnight chuckled as Sam was arrested. She looked at Bee, a grin on her face as she wagged a finger at him. He rocked on his axels, whirring quietly as Sam was taken away by the police. When they were certain that they were gone, both bots went back to their meeting place. Bee changed back, doorwings and antennae drooping as he sat with a thud. Midnight vented a sigh, popping the smaller Energon goodie in her mouth and holding the other out to Bee. He looked at it, shook his head a little, knowing she'd force it down his throat if he didn't take it. Midnight sat beside Bee, Systems running on minimal power to conserve energy. She was going to have to skip the holoform tomorrow if she wanted to last till Ratchet got here with some energon. She was going to get an audio full when he got his hands on her. This was mainly Bee's mission, not her's though. He needed the energon more than she did, and besides, she'd been trained on how to handle situations with all systems running on minimal. If needed, she could actually last two days.

Bee whirred at her, head tilted as he offered a small bit of the goodie to her. He must have checked her energon levels. Sneaky slagger. She took the offered piece, leaning against Bee's frame and humming a bit. Be turned his head, a ridge raised and Midnight shrugged. "You're comfortable. I've told you that. Need I remind you how many times you've fallen asleep on me? Remember the one time Prowl walked in when you'd fallen asleep, _with your head in my lap_?"

Bee let out a squawk, hiding his faceplates in his servo's as Midnight laughed. Prowls face had been priceless, and not only that, he'd moved Bumblebee to Her berth, pulled her onto his lap, the entire time grumbling about Bee having taken liberties. She hadn't understood at the time, but the next day, they were both sent to Ratchet and Optimus for _the talk_. It wouldn't have been as bad, had they _not been in the same room, listening to the same things_. They weren't able to look each other in the optics for a long while after that, though that was mostly due to the fact that Bee had only heard part of it. Midnight had been held back by Ratchet and he proceeded to explain that there was a slight possibility she could carry a sparkling! Oh primus that had been mortifying! Apparently, before the Allspark had been relied upon for sparklings, femme's had been able to be with spark. It was a painful process, however, and thus Mechs and Femmes had come to rely on the Allspark. There was no way to determine if a Femme could carry till after she'd been Mated.

Midnight shivered at the memory, making a face before nudging Bee. "You seriously aren't going to go all shy on me again are you? That was years ago, and we're both old enough to get over it and you know that! As the human's say, 'paybacks a beeotch'. We'll find a way to get them back."

Bee slowly lifted his head, looking at Midnight warily before nodding a little. He leaned against her small frame, and both of them tried to figure out where Cybertron would be in this System's sky. It was a game that they'd both started within a few months of crashing into the planet. The two of them often got bored at night, and thus, they'd found the constellations, told the stories behind the constellations, determined where they were first found among other things. It was after 3 in the morning before Bee decided to get at least a little recharge. He curled up on the ground beside her, fully intent on changing to his car mode when a hand on his head stopped him. He looked up at Midnight with dull optics, and stiffened when she pulled his head onto her lap. She smiled down to Bee, running her servo's over his doorwings and antennae calmly, before leaning back against the metal tower behind her. Music played from her radio, her voice quiet and soothing as she sang to help him fall into recharge.

'Day to night, dark to light,  
>Fall the sands of time.<br>Let the years like the gears  
>Of a clock unwind<p>

In your mind walk through time  
>Back to better days.<br>Memories, like a dream,  
>Wash tears away.<p>

Like a star in the sky,  
>Darkness can't reach you<br>Light the night, joy is light,  
>Till the new dawn.<p>

Cast away your old face  
>Let go of your spite,<br>With this mask I will ask  
>To borrow your light.'<p>

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><p>AN: The song is not mine. It's the Song of Healing, with fanmade lyrics. Not sure who the original writer was. So that's just my idea on why our darling Bee wasn't back till later in the movies. Nex chap introduces the other bots, and one little spoiler… I REFUSE TO LET JAZZ DIE. Flatly, refuse. Reviews are loved, Tips adored, Flames feed me. Till tomorrow!


	4. Surprises

A/N: Ok, so I struggled a little on this chapter. ODn't ask me why, but I did. I may be able to get out a second chapter later today, but I doubt it. I also get to go to work hella early tomorrow. Yay. Really hate my fragging job most days. There will be at least one chap uploaded over the weekend. Maybe more than that. Depends on if I get stuck. Again lol.

If I owned this, I'd have Screamer on a leash, and Megs would have died the first time. And stayed dead.

* * *

><p>4. Surprise!<p>

"Bee. Come on Bee, you need to get up." Midnight glared down at the sleeping form on her lap. She was tired, and she wanted to go home to get some sleep before tonight. The others were set to arrive, and Ratchet would be sure to have a wrench in hand if she didn't get at least a little sleep. She watched as Bee's optics flickered, shuttering before turning into a dull glow. "Bee, the humans are going to be here soon. We need to get out of here."

Bee let a whine escape his vocalizer, sitting up and stretching his limbs a bit before shifting down into his car form. Her drove in circles around Midnight, making her shake her head before folding into a Chevy Malibu. She swerved around Bee toward the exit and laughter escaped her cab as they wove around each other, sometimes missing the other by an inch before they settled down and got back onto the main roads. Bee actually led Midnight to the home that she'd been staying at, making sure she was in the garage before heading off to Sam's.

(Bee)

He figured that Sam was going to be a little weird after last night. Bee had, after all, been 'stolen' and to reappear out of thin air? If am didn't suspect now, he was going to soon. Bee just hoped the kid would be asleep when he got back. And of course, Primus had other plans. Within moments of him rolling into the driveway, Sam ran out of the house and grabbed his mother's, what was the human term? Bicycle? Yes! That was what it was. Venting a sigh, Bee followed the human, ignoring his shouts and driving on the sidewalk right behind the boy. When they reached city limits, he was forced off the sidewalk, and in turn, lost the boy. What he last saw, though, had to hurt. A lot. It was not good for a human to flip their transports like that.

Bee mentally shook his head, setting his scanners on high and driving around in the area he'd lost Sam. It took a few moments, but the ping that he got on his scanners made his Energon lines freeze. Why hadn't he sensed this before! He should have known that a Decepticon was in the city! He floored his accelerator, speeding to where the Decepticon was. He swerved around other drivers, ignoring the honking and screeching of tires. He had to get to Sam. Who knew what the Decepticon was going to do!

Bee swerved into the complex, whirring in anger as Barricade ran towards Sam and the Banes girl. He turned sharply, aft knocking into Barricade's knees and knocking him down. He spun back around toward the teens, passenger door opening and slamming closed behind them both. He mentally winced as his tires spun in place for a second, screaming in defiance before catching some traction and propelling him forward. Barricade folded down to his Police form, and Bee forced his mind to stay off of Prowl, and how _ticked_ he would be. He always had been, and always will be a law enforcement vehicle.

Bee ignored the slapping and screaming going on, and instead paying attention to swerving around, and through, obstacles and trying not to get all of them killed. They spent quite a while being chased around by Barricade, and Bee just couldn't lose him. He noted the darkening sky and sent an S.O.S. to Midnight. He felt her awaken and he sent her a Data Packet, with what was going on. He slid into an alley, shooting off toward a nearby chemical plant, where Midnight was heading now. He managed to pull ahead of Barricade, backing into a darkened section, locked the teens inside, and shut off his systems. He hated cutting himself off from Midnight, but she would understand.

He waited until Barricade rolled by, cursing mentally when he paused. He forced his systems on and shot forward, nearly clipping Barricade's bumper and spotted flashing lights to his left. He swerved toward the lights, opening his door and ignoring the protests of the ejected teens before transforming. Bee didn't have a chance to block the tire spikes, and was knocked into a chemical tank. He caught a flash from Barricade's armor, but didn't really stop to think about it. Midnight rammed into Barricade's legs as he raised his weapon again, making the bot stumble and giving Bee time to grapple with the Decepticon before tossing him on an electrical substation. Midnight hesitated for a moment, idling for a second before catching a glimpse of Sam and Mikaela. She revved her engine, nudging Bee gently before taking off, pulling off a doughnut and racing out of the plant.

Bee got a ping from her as she drove away, and he answered with a questioning whistle. _**'Sorry Bee, but I don't want the kids to see me just yet. They know this mode to well, seeing as I did get to go to their 'school'. I'll see you when the others Get here, which should be soon. The Observatory would be a good place to take them to watch the show.'**_

Bee whirred in confirmation and annoyance, and turned back to the two humans, knowing they were going to have questions.

* * *

><p>Midnight sighed, driving carefully through Tranquility, searching for a place that they could safely change and expose themselves to Mikaela and Sam. She felt the others pinging one by one, and she only had minutes before they would be here. She growled in her cab, taking note of a secluded alley and turning off her lights. She easily entered the alley, scanning for humans in the area.<p>

"Well guys, this is the place. The humans are content with avoiding this alley." Midnight chuckled dryly, leaving the alley and parking across the way and shut down most of her systems. She sent the newest arrivals the coordinates for the alley, attaching a note that said she would be parked across the way. She received confirmation pings and settled on her axels to wait. She rocked a bit on her wheels when she saw the others, nearly laughing out loud. Dang they looked good!

She flashed her lights at the others, starting back up when Optimus flashed his new lights back. She rolled over to the group, resisting the urge to bump into one of them with her bumper, just so they didn't look so shiny. She could hear the chuckles over the Comm before being nudged gently by the Solstice beside her. She hummed back, sliding to the back of the pack with ease and ignoring the questioning clicks and whirrs. She hung back, just outside the alley. When the Solstice pause, she rolled forward slightly, then rolled back to where she had been. The engine revved a little, earning another nudge from the silver car before he headed in with the others.

She was shaking on her axels when she heard the familiar clicking and grinding of gears, whimpering a little that she couldn't join them just yet. She didn't want to scare the kids that had come to know her as Lillith. She would undoubtedly do so if she went over there now. For the moment, she listened and relaxed as Optimus' baritone rolled over her Audio's, introducing everyone one by one. She giggled at the antics of the others, activating her holo so that she could smile when Jazz tried to break the tension by goofing off. Then Ratchet had to ruin that. Some comments should not be made, and that was near the top of the list!

Lillith snorted, seat reclining automatically. She ignored the glances that were shot her way by the others, and groaned when Optimus said that there was one more team member to introduce. Her lights flicked on, vehicle moving forward till she paused right behind Optimus' leg. Her door swung open, and she sighed as her Holo climbed out, smirking over the opened door as she waved. "Sammy, I'm ho~ome!"

Sam stood there, his mouth flapping silently. Lillith merely raised a brow, waiting for a moment before he spat something out of his flapping jaw. "WHa-How? Huh?"

Lillith snorted, rolling her eyes as the other bots tried not to chuckle, though Optimus and Jazz were staring at her with slightly narrowed optics. "Way to go Sam. That was intelligent. Do you want to try again?"

Sam glared, flipping Lillith the bird before speaking. "How the hell are you with these guys? You went to school with me! You came to the school just before second semester! How is this possible?"

Lillith moved around her door, leaning on the hood and smirked when Sam jumped as the door closed on its own. "Simple Sammy. I've been here longer than that. Bee and I were sent here to observe, and keep an eye out for anyone that would know anything about what we seek. That, in turn, led us to you. Sam, those things your Grandfather wrote? They're in my native language. Granted, it's a really old version and I don't know it, but I recognized it. Bee and I decided that one of us would have to be with you during the day, the other at night. I was to stay with you during school hours, in this form, because I can talk. Bee, as you've undoubtedly noticed, can't. By the way, nice armor Bee. You get an upgrade on your alt?"

Lillith laughed as Bee preened, nodding enthusiastically, and bouncing on his feet. Her attention was jerked back to the teens when Mikaela growled in annoyance. "If that's so, then why aren't you a robot like them huh? You look like a regular human to me."

Lillith glared at the girl, baring her teeth in a silent snarl before her form flickered out of existence. Optimus stepped to the side when the clicking of gears and shifting of metal came from behind him. Midnight stared down at the two when she'd finished, moving over to Jazz and sitting beside him when he moved over for her. It actually seemed like both Jazz and Midnight were the same height to the teens, which was true. Midnight vented a sigh, her right servo running at her audio's before leaning against Jazz slightly. "Now do you believe me?"

Sam and Mikaela both nodded, their mouths open once more in shock. Optimus grabbed their attention, and Midnight leaned into the ne armed embrace from the bot beside her. She took the Energon snack that Ratchet was holding with a muttered thanks, looking at both he, and Jazz with hope in her optics. Her optics shuttered, a quiet keen escaping her when they both shook their heads, causing Jazz to pull her even closer, sharing worried glances with the others even as Optimus explained to the humans why they were here, and what they were looking for.

* * *

><p>AN: So I struggled with this chap. Baddly. You can likely tell , and I apologize. I'm likely going to go back over this when the story is done and redo it as needed. Please let me know if I need to do anything specific right away. I was going off Transformers Wiki for the Barricade/Bee fight. As you can tell, I'm not good with those. Sorry! I'll do better next time, I swear! Next one's going to be sometime this weekend. I, sadly, am one of the core weekend people for my job. Yay me… -.-' Hope you enjoyed!


	5. I'm sorry

A/N: I'm sorry about the wait all! I actually managed to take this to work with me and worked on it for lunch. Was kinda fun, though I got a ton of weird looks. Anyway, this chappie is gunna be kinda dull, so I'm going to get the new one out as quickly as possible. Very soon we'll get into all the action from the movie! So stoked. Those that know me that commented on my FB, I really appreciate it! Thanks Alpaw for the advice and I'm glad I could clear that up for you. Also, please try to imagine Jazz's accent. I can't write those convincingly to save my life. Sorry!

Not mine, though I wish it was.

ONWARD!

* * *

><p>Midnight shook her head a little, eating the Energon silently. She could feel Ratchet's scans, and she grumbled a little, but remained leaning on Jazz. She didn't want to hear their story again. It was too painful. When she was younger, she'd always wanted to sit with the older bots, listening to them tell stories about what Cybertron had once been. Jazz had even played some music that he had recorded before this had all started. It hurt her, to know that there were so many, and so much of their history and culture lost to this Pit spawned war. She'd once asked Jazz what he'd thought she would have done, and he hadn't known. It would all have depended on who created her.<p>

Midnight onlined her optics when she was nudged, glancing up at Jazz's faceplates before looking at the others. Why were they all staring at her? She looked at the teens, who just looked confused, but curious. "What?"

Sam cleared his throat, hesitating before motioning to her and Jazz. "Umm, why are you two sitting like that? Is he family or something?"

Midnight rolled her eyes, shifting a little so she could see Sam better. "He's my secondary caretaker. When my Father isn't around, this joker takes over." She ignored the light shove, grinning at the silver mech. "Yet when they are both together, they both take the time to teach me, or just be around if I need them. I may be an adult in the eyes of my culture, old enough to be without my 'fathers', but in a way, I don't want to be. I still have so much to learn from them."

Mikeala made a face at the silver mech, her face almost twisting into a sneer. "So basically your dad's gay and that's his lover?"

It was silent for a moment, but then outraged engines roared, and Midnight snarled and reached into her subspace in a flash, tilting the sickle-like weapon toward Mikeala. "Do not speak of my father's like that! I may have orders not to harm humans, but I'm sure they'd be willing to let me do some maiming in this case!"

"Stand down! All of you!" Optimus' baritone barked in Cybertronian, but a glance at him told the bots present that he, too, was livid. His battle mask was in place, and his arms were twitching with the tips of his Energon swords peeking from under his armor.

The barked order caused Midnight to growl, promising death in inventive ways, though the humans only heard clicking and whirring. It was times like these that made Midnight glad that there was a language that Humans would have no hope of speaking, or really even learning.

Jazz just returned his cannons to where they had been, pulling at Midnights hands trying to get her to release her sickles. He had always hated that she'd chosen the bladed weapons for close combat. Sure, he and Prowl had been so proud that they'd been able to teach her some of the ancient arts that had once been threaded o tightly into their culture, but there were things the two of them had done that they both regretted. It was because of his own personal discovery that she was who she was. She noted with concern that her optics were a swirling mix of silver and blue and Jazz was forced to shove his face in hers. "Shut it down Night. Come on little one. They don't require that much force."

Midnight growled, optics flashing and she hissed back, not missing how Bee had grabbed the humans, moving away just like the other bots. "They insult you, and they insult my Creator. I can't just lock away the programming again. Not after this."

Jazz narrowed his optics, shaking Midnight roughly. "You can, and you will. You're starting to think like a Decepticon." Jazz vented a little, shaking his head while Midnight's eyes returned to their crystalline blue. "I know it's hard. I know it hurts, and I know better than anyone exactly how hard it is. Just remember that the humans are primitive, and they do not understand because of that."

Midnight vented in frustration, but replaced her blades. She bowed her head slightly, not moving till Jazz pressed his cooler plates against her own. "I'm sorry."

A playful shove answered her, and Jazz was back to being his aloof self. Grin and all. "Come on squirt. The others are transformed and heading to the kid's house. They're moving at a pace that'll let us catch up quick, but I wanna get this done!"

Midnight was going to protest, but Jazz was already transformed and racing down the roads. Midnight followed soon after, laughter being heard over the open Autobot comm. _**"Who the Pit you calling 'squirt' minibot? We're the same fragging height!"**_

* * *

><p>Why was she here again? It wasn't like they needed her here, though Mikeala wasn't exactly making an effort to keep the bots like Sam had asked. They were currently standing in Sam's backyard, Optimus offering a hand to Mikeala, the other bots on 'recon'. "Guys, this is not subtle."<p>

She was met with 'shushing' signals, and narrowed optics. "You will do as ordered, Midnight. For now, I do believe you may be right. Autobot's, fall back. I will stay to ensure that we get the glasses." Optimus jerked his head a little, and the bots moved to leave the yard.

Then Ratchet decided to hit the power lines.

The power went out for the entire neighborhood, and Ratchet hit the ground with a 'thud', shaking the ground hard enough to cause the slightly tipsy parents inside the home to shout about an 'earthquake'. Midnight was trying her hardest to keep a straight face, refusing to look at Jazz who was snickering. The snickering turned into a choking laugh when Ratchet said they should all try what he had done. Midnight snorted, dissolving into giggles as Ratchet was helped up. They moved away from the house, and once they were 'safe', and transformed, Jazz and Midnight broke out into roaring laughter over the comm.

"_**Oh dear Primus! Ratchet, you have officially made this the best night ever. Maybe that could cure your bedside manner?" **_Jazz barely managed to get that out over the comm., and the other bots dissolved into laughter even as Ratchet grumbled about Jazz getting a wrench someplace that would be decidedly bad for the bot.

"_**Oh come on 'Chet. Even you gotta admit that it was funny. And no, I don't want your wrenches in my cannons thanks. I can take care of them myself." **_Ironhide chuckled a little, trying desperately to ignore Midnight, Jazz, and now Bee as they started shaking on their axels, deafening laughter flowing over the comm.

"_**Autobots that is enough. Focus on the mission." **_ The amusement was not lost over the comm., but they settled as best they could. They still didn't have the glasses, but Optimus made his way over to the others so that Sam could possibly find them faster.

Midnight went silent in an instant, completely frozen and Bee soon followed. There was a growl over the comm., and Midnight almost transformed to her robotic form. _**"Sir, we have many incoming humans. I suggest we scatter so as not to look suspicious. I also advise that we keep the Witwicky home within our individual scanner's max range, to keep an optic on what's going on."**_

"_**Acknowledged Midnight. Autobots, scatter. Keep the Witwicky home on the tips of your scanners. Do not engage unless they harm the children. Even then, use shock tactics to remove them from captor care. Roll out!"**_

The bots scattered, Holo's forming behind the wheels as they made their way through the streets. Midnight headed 'home', Ratchet just drove through the nearby neighborhoods, and the rest chose a home and parked outside on the curb. Midnight wasn't even halfway back to the home she'd been using as a cover when another call came in. _**"Optimus! The humans have taken the children and Creators into some kind of custody. It looks like they may be under arrest for some reason. What are we to do?"**_

It was silent for a moment, the tension thick as they waited. They heard Optimus vent a sigh, his voice solemn. _**"We go after them, get the children back, and get the glasses. Shock and awe tactic only. Ratchet, Midnight, trail us. We don't want them to see how many we truly are, but keep close."**_

"_**Understood, sir!" **_The bots moved out, Midnight and Ratchet meeting on a separate street. Midnight followed the others at a distance, watching them split up before turning down a side road. She led Ratchet to a bridge that was near the others. They could clearly see what was going on, and because of the hour, there were very few humans on the road. They parked on the side, watching with amusement what was going on.

"_**Is Bumblebee doing what I think he is? Oh that little glitch! The human best not be harmed or there will be Pit to pay!" **_Ratchet was grumbling over the line, cursing Bee for lubricating on one of the humans. Midnight wisely kept silent._** "Why In the Pit did he only send the two of us away anyway? No offense Midnight, but it makes no sense."**_

"_**If you think about it, it kinda does. If something goes wrong, we have our medic hidden and under guard. You're being kept safe, and they don't' know that there are two more of us. On top of that, if the humans attack, they're going to go after Optimus and whoever looks like they are the medic hardest." **_There was another grumble, but Midnight hummed just a little. They both knew that she was right, and they both knew it would work. Midnight cursed, however, when something went wrong. She didn't know what, but the others were scattering and Optimus was running with the teens, helicopters on his aft. _**"I think that's our cue Ratchet! Let's get to the others."**_

The two took off, meeting with the others in only moments before Bee split off. Midnight cursed again, following at a distance, and on the main roads. She could only watch in awe when Bee changed, grabbing two falling objects with ease. She screamed over the comm. when Bee was dragged to the ground by cables that the helicopters had shot at him. Even from where she was, she could hear his screams and she snapped. She ignored Optimus and the others, a sickle flying and cutting clean through one of the cables as Midnight changed in mid air, having driven right off the bridge Optimus was hiding under. Her eyes were a silver color, sickle in one hand even as she crouched over the still screaming Bumblebee.

She easily dislodged the other sickle, turning to cut the other cables before she too started screaming. She dropped her sickles, falling atop Bee as electricity coursed over her body. She could feel the cables attaching to her frame, but she could do nothing but scream. She could feel her systems freezing, her screams dissolving into static as Bee twitched beneath her. She turned her head, optics locking with his and conveying a single thought before they both fell into stasis lock. _"I'm sorry."_

* * *

><p>AN: Longest chap to date! *happy dance* Woulda had this out hours ago, but I kinda went to the county fair and got plushies, then had a Father's day thing. Was fun, though I did get sunburned . Oh well. Also, I don't like Mikeala Banes if you can't tell. The reaction that she had to Midnight is truly how I would see her reacting to something like that. Anyway, enjoy the chap, and I should get another up in the next day or so. Planning on around 10 chaps. I am really liking this story, so be assured there's gunna be more to this! R&R with your thoughts, concerns and what not!


	6. Captivity

A/N: So this is another filler chapter. Thank you purple-starburst! I'm really glad that you are enjoying the story thus far! To those that have favorite/subscribed to the story, thank you so much. I'm really glad that you all want to continue to read this!

I own nothing, except Midnight. Midnight is mine dangit, though I will let you use her if you ask nicely!

Onward!

* * *

><p>"<em>You know, you've really got us into one Pit of a situation. I'm having half a mind to just take over and deal with the humans."<em>

_Midnight groaned, onlining her optics and hissing at the bright light around her. "Great. Here again. Why are you trying to get control again? You know that you cannot do anything without the code."_

_Laughter echoed through the empty space, a perfect replica of Midnight standing in front of her. The only difference was the optics. One had hardened silver eyes, the other softer, swirling blue silver. "It doesn't matter. You will not survive what they will do. I am the one programmed to take anything thrown at us. You are to soft sparked. Primus! You were screaming when they did simple freezing!"_

_Midnight growled, armor flaring in her anger. I may be a soft spark, but at least I am not the sparkless assassin! I care about the bots I'm with, and you only care about spilling the Energon of your enemies and dancing in the spray!"_

_The replica laughed, the chilling sound making Midnight shudder. "You enjoy it too. In fact, you used to enjoy it too much. That's why we were separated. Or is that something they took away from you too?"_

_Midnight could feel something pulling at her, and the mirror image was fading, cruel laughter echoing in her processor. "I will never forget."_

* * *

><p>Midnight shifted, optics flickering. She couldn't move. It was so cold, and her body was starting so slow. Where was she? She remembered what had happened, but her comm. and internal GPS were down. Pit, she was lucky that her optics were turning on.<p>

She could see concrete, computers, machinery, and metal scaffolding all around her. There were humans walking around, wearing white coats and holding clipboards. Her audios must not be working, because she could see the humans' mouths moving, but she couldn't hear or understand them. She narrowed her blue optics at a human, which was approaching with a glint in his eye that made Midnight uneasy.

She wished she could move, and hear. At least then she would know what the human was telling her. The human frowned, knocking on her helm and, she assumed, shouting. She just shuttered her optics, inwardly smirking when this human started screaming at the others. He was not happy about her not being able to hear? Midnight was glad she couldn't hear the screeching this human would be making.

The humans around her moved away, moving toward the machinery all around her. She would have tilted her head if she could. What were they going to do to her? One came forward with a cord, and it was sparking at the tip. Her optics widened, arm jerking as they forced the cord under her armor. Her optics offlined, screaming internally at the pain as the electricity coursed through her metallic body. She could feel the electricity coursing through her, and through it, she could feel her body. The electricity was warming her, her Energon flowing and powering her systems. Her internal scream soon were vocalized, the snap of electricity and the hum of human voices heard in undertone to her screams.

She was venting hard when they cut the electricity coursing through her. She could hear another screaming distantly, but it took a moment for her to realize who was screaming. She tried to move, but her body was chained to whatever berth they'd laid her on. To get free would harm the humans, and to harm the humans was a criminal offense in the Autobots. She bared her dental plates in a snarl when the human from before came back, amusement lighting his eyes.

"Ah! So that little boost we gave you helped turn things on yes? This is good. This is very good. I want to know what makes you tick. You can either tell me, or I can take you apart, slowly." The man smirked, climbing up onto Midnight's chest armor.

Midnight looked away, ignoring the human on her chest. She was busy examining the machines around her. There were drills, some kind of gripping machine, a saw of some kind, and others that she couldn't identify. What were they going to do to her?

The human sighed in disappointment, shaking his head slowly. He was about to speak again when a human came rushing in, and spoke in hurried whispers to the man on her chest. The man grunted, hopping off her armor and waving a hand at her dismissively. "It seems we no longer have time to be careful with her. Keep the yellow one alive. This one is to be dissected. We do not have much time, so don't worry about freezing her."

Midnight struggled against her bonds, even knowing that it could harm the humans. Their machines activated, and they let her struggle, but never rise. When the panels protecting her abdomen was removed, her screams reached a new pitch, and they were only beginning.

* * *

><p>~Bee's PoV, approx 10 mins later~<p>

Why was he even online right now? He was sure that they'd been pumping electricity through him for hours, yet stasis seemed so far away. Alarms were flashing in front of his optics, his form thrashing on the slab he's been imprisoned upon. He couldn't control his body at all, and he was resigned to the fact that the others were not going to come for him, or for Midnight. Why she had even tried to save him before was beyond comprehending. She had to have known that she would be captured as well. Bumblebee whined in agony when they cut the electricity for a moment, switching to the Co2 to keep him immobile while they checked something.

He could hear their murmurs, and distantly, he could recognize Midnight's shrieks. His spark burned in regret. He should have done something to keep her away. She shouldn't have to die here like he was going to. The sacrifice of one for the cause was acceptable, but the loss of two was something that the Autobots did not need. They were already too few, and Primus knew how many Decepticon's there were on this planet.

He thrashed again, his vocalizer surprising him when static poured forth at the increased voltage. It was abruptly shut off only moments later, and shouts assaulted his audio's as his restraints slackened, then vanished all together. He sat up quickly, battle mask slamming into place as he scrambled backwards. A cannon whirled to life, panic overriding his processor as he swung it at the humans that insisted at pointing weapons at him. He didn't even recognize Sam at first. It was only when the humans started backing away and Sam moved toward him that he was able to override the panic and force his mind to clear and process what was going on.

He slipped his battle mask back, hearing Sam and moving to follow him when midnight's screams reached a crescendo, then cut off abruptly. He turned and ran toward where her screams had been, ignoring the shouts of military men and scientists. He slid into the room and froze in shock. Midnight was limp on a slab not unlike his own, armor piled off to the side like garbage, her sleek protoform marred by holes and one arm almost completely detached. His engine roared in rage, cannons whirring and he shot a warning shot to the one unoccupied wall beside him. The humans scattered as he stormed forward, ripping the machines away from Midnights mutilated, and leaking form.

He heard the gasps of Sam and the group of humans that followed him, but they went ignored for now. Bee ripped the restraints away, carefully picking midnights body up and placing it over his shoulder. He scooped up what armor he could, and whined in distress when he could carry all but two pieces. He couldn't leave the abdominal armor behind, but he also couldn't carry it. He whined again, shifting nervously and looking pleadingly at Sam. Sam looked around, then motioned for Bee to put Midnight down.

"Bee we don't have time! Megatron is _here_, if you didn't get the memo the first time around! We need to get out of here!" Sam was almost frantic, and Bee couldn't help but feel a little frantic himself.

Bee shook his head frantically, spouting heavy static before the quote became clear enough for the humans to understand. "Leave no man behind."

He set Midnights armor down with regret, and motioned for Sam to lead him to the Allspark. He could feel Energon running down his back and legs, and the hum that let him know Midnight was alive was fading fast. He followed the humans, coughing when energy hit his throat, and his internal alarms stopped. His doorwings raised in hope, gently laying the limp protoform on the floor in front of him. He tapped certain areas of the cube, watching as It folded in on itself. He took the cube into his hands, praying to Primus that what he wasn't too late, and that the cube could do what he hoped.

He set the cube beside the protoform, picking up a hand and laying his own atop of it to keep it there. His doorwings jerked as warm energy flowed through him for a moment, before leaving completely. He watched in awe as Midnights form jerked, optics flaring bright as her body arched. It was working.

* * *

><p>~Midnight's PoV~<p>

_It was so dark here. She had thought the Matrix would be a warm place, full of color and her people. Instead, it was dark. Maybe she wasn't in the Matrix. Not yet at least. She could hear whispers all around her, but she could see nothing but the darkness. She tried to call out, to ask who was out there, but nothing would leave her vocalizer. The voices became louder, and she could hear music. Fluids left her optics, hearing the songs that Jazz, Ratchet, and Ironhide would play or sing when she was younger. There were so many voices! It was so beautiful! She tried to move toward the sound, but she only managed one step when the singing stopped. It was replaced by a gentle voice, and she could feel warmth coursing through her as the voice spoke to her, and through her. _

"_**My little Midnight, how I wish I could bring you home. I wish I could show you how Cybertron once was. I want to see you laugh and dance to the music as you did when you were but a sparkling. I have been watching you, all of you, since the day your spark was called to a shell. I wish I could stop the pain, my child, but I cannot. Know one thing, before you leave this place. I am proud of you, Spark of my Spark. I see your will to live. The desire to see our race live on. Because of this, I grant you a gift. It will show itself when you are ready to bear it. I will see you again, my child. I will be looking after you all."**_

The warmth turned to light, and with the light, came the sting of pain. She cried out, curling in on herself. Her metallic 'skin' burned, as though she'd just been repaired in a med bay. Her insides, however, pulsed with warm, soothing, energy. She slowly onlined her optics, her optics meeting Bee's concerned ones. "Hey Bee." She offered a slight smile, sitting up slowly and looking at her body. She blinked, then groaned. "Frag it all! And I liked my armor! Now I have to scan a new alt mode."

Bee's radio crackled, laughter filling the air. Bee pulled Midnight to her feet, steadying her before picking p the Allspark and holding it out to Sam. When Sam took it, the military men started barking orders, running from the room with the bots and teenagers following behind. Bee shook his head in amusement, leading Midnight to one of the military vehicles in the bay. He let the humans do their planning, and vented in relief when green armor bloomed over Midnight's fragile protoform. She watched her shift down, patting her hood before folding down himself.

Humans piled into the vehicles, and laughter once again escaped Bee's speakers when Midnight grumbled. "Slag it guys! I do like rough roads, but the rough handlings gunna stop or I'll eject you all while going 70!"

A/N: Sorry this is so late you guys! I had a bunch of stuff going on, and top that with writers block, and a bunch of crap that happened TODAY. *sighs* Again, I am SOO sorry. I wish you all a Happy Fourth of July, and I hope you enjoy this chap! Tips/reviews are loved, and flames make food!


	7. Reunion

AN: I am not dead! I swear I never meant for it to take this long to get a new chap up. Swear it. Just a ton of personal and medical issues popped up and everything went to hell in a pretty hand basket. Only a few good things came from this, and one of those things was this! Thank you Zilv, for all your help even if you didn't know you were helping. ;)

I only own Lilith/Midnight and the slight deviations from the movie script. Everything else belongs to another person and I really don't want to get in trouble thanks!

If there was one thing that made military men jumpy, it was silence. Especially when they knew there was going to be a battle coming up. It might help if they weren't afraid to speak, since they were in an alien robot.

Will Lennox shifted a bit in the passenger's seat, glancing at the dash and at Epps before trying to break the silence. "Sooo…." Well, at least he tried.

Midnight chuckled in response, softening her seats a bit. "So what?" Midnight could see the allspark in Bee's back seat, and looking at it again made her shiver slightly. She didn't want to remember what had happened with Sector Seven. Every time she did, she could feel phantom flickers of pain on her sensors.

She resisted the urge to twitch when Lennox pat the dash awkwardly, feeling the shiver that had the others tensing or wincing. "Are you alright? You've done that a few times now."

Midnight sighed, slowing minutely before getting back up to the speed she'd been at. "Not really. It's not really something that you should concern yourself over though. You can't do anything about it."

Again, the human shifted. Why couldn't he just sit still? Then again, he had that look that Prowl would get when he decided to be 'Second in Command Prowl'. "It does nobody any good if you go into this fight with something on your mind. You'll be distracted, and a liability to those of us fighting. Either you talk, or you walk."

Midnight growled, revving her engine. "Listen well human. I don't take orders from you. Unlike humans, bots can shuffle everything distracting out of our processors at a moment's notice. You try almost dying and end up back here, where the only thing you're sure of is another fight!" She revved again when Bee began to slow, nearly tapping his bumper to get him going. They did not have the time, nor the luxury to stop. Megatron was awake, and the only way to get the cube away was through human means. That, and they had to pray for Primus to grant them the small mercy of it being safe in human hands.

"So that's your issue. You think you should be dead now, and you have an issue with not being dead? I'm pretty sure most of us are grateful that you are not dead." Lennox sighed, leaning back a bit. "You know, for being a giant alien, you're remarkably human. It's understandable that you're anxious. The shock of nearly dying hasn't worn off yet, and here you are, charging into what's going to end up being another fight for your life, and the lives of your comrades."

Midnight was silent, processing what Lennox was saying. He was right. She'd set one foot in the Matrix, she was certain of it. She'd heard a voice, or was it many? Who had been speaking anyway? Was it her Creators? She finally settled for just humming, neither denying, and not really confirming what Lennox was thinking.

She was glad when things settled into silence once more. Her spark skipped a beat when cybertronian signatures appeared on her scanners. It was unlikely for Cons to use a convoy formation, or remain in vehicle mode once they were detected. "Thank you Primus for small miracles!" Midnight laughed a bit, seeing the multicolored rig and honking at him for the hell of it.

Lennox jumped at the unexpected noise, calling out a protest as he tried to calm his heart. "They better be backup for you! Jesus, give me heart attack…" Lennox let his head hit the seat, cursing under his breath as Midnight opened the main Comm. only to get bombarded with messages.

"_Midnight! You and Bee ok?" – "I am detecting that you have lost energon, yet I detect no injuries." – "I am detecting Allspark energy, from both of you. What happened?"_

"_Shut up and let us talk mechs! Primus…" _Midnight vented hard, but knew they had several more minutes before they reached mission city. She also let Bee, who'd joined the interrogation by now, answer everything as best he could with sound clips.

It was silent over the comm. for several seconds once Bee was done, broken by a quiet and nearly hesitant voice. _"Midnight?"_

"_I'm fine Jazz. Hate this alt mode, but I'm fine." _Midnight knew she wasn't convincing. She didn't need the pity from the other bots. She was fine and she was going to prove it!

"_Fine you may be, but you did lose energon. You should refuel when you get the chance Midnight. Do not make me get my wrench." _Ratchets tone was sharp, a growl betraying what Minight had always thought. The old mech really did care far too much.

Midnight just snorted over the comm. link, growling right back as they entered the more populated highway. _"Right. I'll do that once we stop, barring pot shots from seekers, Megatrons appearance, and humans. Have I mentioned humans are crawling all over the place we're going?"_

"_Midnight' there is no reason for your tone, nor your disrespect. Prowl would be ashamed of you right now, and you know it." _Primes quiet, yet commanding voice made Midnight flinch. Why did he have to play the Prowl card?

"_Sorry Chet. I have spent far too long as a human. I've regressed to having some of their behaviors." _Midnight sounded almost timid and mentally sighed in relief when Ratchet just grumbled at her. Though Ironhide had to make his opinion known' and it made her shiver a bit.

"_Is that so youngling? Perhaps I should take you out to the desert and see if you've gotten rusty in your hand to hand as well?" _Ironhide chuckled darkly over the comm., making it obvious that the training was a promise, and not a threat.

"_Maybe you should. I've missed sparring with you mechs."_ Though Midnight didn't really enjoy getting trounced in sparring, she had learned a fair amount from the older mech.

Optimus cut over any responses with a dark tone. _"Everything's going to have to wait, we have incoming Decepticons. Barricade and Bonecrusher are headed our way!"_

"_Slag it. Bee, I'm passing you. Stay in the middle of the caravan. We cannot let them get to the Allspark… is he insane! Bonecrusher incoming!" _Midnight tightened the seatbelts on the humans, quickly passing Bee and praying the humans didn't turn to see the buss het torn in two.

Ratchet and hide were moving to block Barricade and Optimus had gone to engage Bonecrusher. She couldn't help the cackle when Optimus sent a databurst to her, giving her access to the codes that would allow her to access the part of her locked away for a limited time. Her form shivered in anticipation, watching Barricade run off the road by the Tag teaming Ironhide and Ratchet. Things were looking up, and it was only going to get better.


End file.
